Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, shall be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X unless and until the dollar amount of all Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds $500,000 (the “Deductible”), in which case the Selling Parties or Parent, as the case may be, will only be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereof; provided, that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, pursuant to Section 10.2 hereof exceed $15,000,000 (the “Indemnification Cap”); provided, further, that notwithstanding the foregoing, Parent Indemnified Parties’ and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder for any Losses due to, resulting from or arising out of the following shall not be subject to, the Deductible or Indemnification Cap limits contained in this Section 10.6:

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, Seller shall not be obligated to indemnify the Parent Purchaser Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X VIII unless and until the dollar amount of all such Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds exceed $500,000 1,500,000 (the “Deductible”"Basket Amount"), in which case the Selling Parties or Parent, as the case may be, Seller will only be obligated to indemnify the Parent Purchaser Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereof; provided, that in of the Basket Amount. In no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, Seller pursuant to Section 10.2 hereof 8.3 exceed $15,000,000 45,000,000 (the “Indemnification Cap”"Cap Amount"). If less than all of the Acquired Subsidiaries have been transferred as of the last day upon which any Acquired Subsidiary may be transferred under this Agreement, each of the Basket Amount and the Cap Amount shall be adjusted such that the Basket Amount and the Cap Amount equal the respective amounts obtained by multiplying each of the Basket Amount and the Cap Amount by a fraction, the numerator of which is the Allocated Price of the Acquired Subsidiaries transferred as of the last day upon which any Acquired Subsidiary may be transferred under the Agreement, and the denominator of which is $150,000,000. For purposes of computing any Loss under this Article VIII with respect to any representation, warranty, covenant or agreement that is qualified as to materiality or Material Adverse Effect, the amount of the Loss shall be the entire Loss arising by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Loss in excess of the amount that constitutes a material Loss or in excess of an amount that constitutes a Material Adverse Effect; providedit being understood and agreed that, further, that notwithstanding the foregoing, Parent the Basket Amount shall continue to remain applicable. Notwithstanding the foregoing, Seller agrees that any indemnification of Purchaser Indemnified Parties’ and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder by Seller under Section 8.3(a) for any Losses due to, resulting from or arising out a breach by Seller of the following covenants and agreements of Seller set forth in Section 7.4(e) shall not be subject toto either of the Basket Amount or the Cap Amount, and that Seller shall indemnify Purchaser for the Deductible full amount of any such Losses in accordance with the provisions of this Article VIII (Seller agreeing that any indemnification obligations of Seller in respect of such Losses shall not be included in, or Indemnification count towards, any calculation for purposes of determining if the Cap limits contained in this Section 10.6:Amount has been reached).

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, Sellers shall not be obligated to indemnify the Parent Purchaser Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X IX to the extent they are the result of any breach of any representation or warranty made by or on behalf of the Company or Sellers unless and until the dollar amount of all Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds exceed Five Hundred Thousand Dollars ($500,000 (the “Deductible”500,000), in which case the Selling Parties or Parent, as the case may be, Sellers will only be obligated to indemnify the Parent Purchaser Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereofincluding any amounts which would otherwise not be required to be paid by reason of this Section 9.5; provided, provided that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, Sellers pursuant to Section 10.2 hereof 9.2(a), (b) or (c) exceed Thirteen Million Five Hundred Thousand Dollars ($15,000,000 13,500,000) (the “Indemnification Indemnity Cap”); provided, further, that notwithstanding the foregoing, Parent the Purchaser Indemnified Parties’ and Selling Parties Indemnified Parties’ rights right to seek indemnification hereunder for any Losses due to, resulting from or arising out of (i) criminal activity or fraud of Sellers or the following Company or (ii) Section 3.8 (Ownership of the Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of the Company), Section 4.4 (Capitalization of the Subsidiaries; Other Interests), Section 4.17 (Environmental), Section 4.19 (Employee Benefits), Section 4.21 (Taxes and Tax Returns), Section 4.22 (Proprietary Rights) or Section 4.28 (No Misleading Statements) shall not be subject to, or limited by, the Deductible or Indemnification Cap limits contained in this Section 10.6:9.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Shares) and Section 3.9 (Withholding Tax), the liability of any Seller beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no Seller shall have any liability under this Article IX or otherwise under this Agreement in excess of such Seller’s pro rata portion of the Purchase Price, as set forth on Schedule 2.2.